Exhibit 4.34


 


OFFSHORE
CREDIT AGREEMENT


 


No:. 2016 Li Zi Di 033102


 


Credit Grantor: China Merchants Bank Co.,
Ltd. (hereinafter referred to as “Party A”)


 


Chief Principal:


 


Credit
Applicant: 58.com Inc. (hereinafter referred to
as “Party B”)


 


Chief Principal:


 


Upon the application of Party B, Party
A agrees to, through its offshore financial center, grant a credit line to Party B for its use in accordance with this Agreement.
Now through the full consultation and pursuant to the applicable law, Party A and Party B hereby enter into this Agreement as follows.


 


Clause
1 Credit Line


 


		1.1	Party A will grant Party B the credit line up to US
Dollars two hundred and seventy-five million only (including the equivalent amount in other currencies converted at
the foreign exchange rates published by Party A when each specific business actually takes place, the same below),√the amount
of credit line which may be actually used shall be the amount of the qualified standby letter of credit / letter of guarantee
received by Party A (please mark with “√” in  ̈, if this agreed term is applicable), of which (please make
a choice by marking with “√” below):



 


 ̈
revolving credit line            
currency               dollar;


 


√
one-time credit line US Dollars two hundred and seventy-five million.


 


The revolving
credit line means the maximum of the sum of credit principal balances of loans, trade financing, letters of guarantee, overdraft,    /  
,  /    and etc. to be make available by Party A to Party B during the term of credit
which may be used in a continuous and revolving manner.


 




    	 	1	 



     


    

 


The one-time
credit line means that when applying to Party A for conducting a number of credit business during the term of credit, Party B will
submit to Party A an application separately for each of such business, and the cumulatively occurring amount of all credit business
shall not exceed the amount of one-time credit line as specified herein. Party B shall not use the one-time credit line in a revolving
manner, and the corresponding amounts of such number of credit business conducted upon the applications of Party B shall occupy
the amount of one-time credit line as set forth in this clause until cumulatively fully occupy such amount.


 


“Trade
financing” includes such types of business as the opening of letters of credit, inward documentary bill, delivery guarantee,
inward bill purchased under collection, packing credit, outward documentary bill, collection bill purchased, import / export remittance
financing, short-term credit insurance financing, import factoring, export factoring (other than double factoring without recourse
and double factoring without recourse in the system of Party A, the same below),   /  ,  
/  .


 


“Working
capital loans” refer to short-term or mid-term loans, with the specific term for each drawing being one month, three months,
six months, one year or other term to be agreed on by the parties.


 


		1.2	When Party A conducts the import factoring where Party
B is the payer, the creditor’s rights assigned to Party A thereunder to the receivables payable by Party B occupy the aforesaid
credit line; when Party A conducts the export factoring for the account of Party B, then the basic purchasing funds provided by
Party A to Party B thereunder occupy the aforesaid credit line.



 




    	 	2	 



     


    

 


		1.3	The aforesaid credit line excludes the corresponding portion
of credit amount secured by the security deposits or pledge on deposit receipt provided by Party B or third parties solely against
single specific business hereunder; the same below.



 


		 ̈1.4	Upon the
application, Party B has applied to and been granted by Party A the credit line amounting to   /  
(currency)  /   dollars on   /  date  /  month,  /  year
for the term being  /  months beginning from   /  date  /  month,  /  year
and ending on    /  date  /  month,  /  year,
for which the parties have executed an Offshore Credit Agreement (hereinafter referred to the “Original Credit Agreement”).
From the effective date hereof, any outstanding balance (if any) (the specific amount of which will be fixed as per the records
and determination of Party A) of the specific business having occurred under the Original Credit Agreement shall be automatically
included hereunder and directly occupy the credit line hereunder, and the unused credit line under the Original Credit Agreement
shall be automatically abolished. (Please mark with “√” in  ̈,
if this clause is applicable.)



 


Clause
2 Term of Credit


 


The term of credit shall be thirteen
months, i.e., from April 1st, 2016 to April 21st, 2017. Party B shall submit applications
to Party A for the use of credit during such term, and Party A will not accept any application submitted by Party B for the use
of credit beyond the expiration date of such term, unless otherwise provided herein.


 


Clause
3 Use of Credit Line


 


		3.1	Types and Scope of Credit Line



 


The aforesaid credit line shall be (make
a choice between the two options below by marking with “√”):


 


	(     )	3.1.1	Comprehensive credit line; the parties agree as follows
on the types and amounts of specific business for which the credit line may be used:



 




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/                   ,          /                ,


 


          /                  
,          /                  


 


Meanwhile, Party B  
/   (insert “may” or “may not”) transfer the aforesaid credit line and (the below may be
selected by marking with “√”):


 


 ̈
May be transferred between all types of business;


 


 ̈
May be  transferred between part of types of business, i.e.,    /     and    /     ;


 


	(  √  )	3.1.2	Working capital loans single credit line. Used to
repay the dollar loan lent to Party B by Tencent Holdings Limited (including Ohio River); used for any other purpose not permitted.



 


		3.2	During the term of credit, the revolving credit line may
be used by Party B in a revolving manner, and the one-time credit line may not be used in a revolving manner. Party B must submit
an application separately for each use of credit line, and Party A will approve and agree separately for each use. When Party
B applies for the working capital loans within the credit line, it’s not necessary for Party A and Party B to execute a
Loan Contract separately for each application, but, however, Party B shall submit an Application for Drawing to
Party A when each time applying for a loan, and if Party A agrees to make such loan after having examined such application, the
contents of such loan will be evidenced by an applicable receipt for loan. The parties agree that the contents evidenced by the
applicable receipt for loan shall prevail in case of any discrepancy between the provisions of the Application for Drawing
and the receipt for loan regarding the amount, term, interest rate, purpose and other aspects of a loan.



 




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When Party B applies for credit other than the working capital loans and Party A approves after examination, the amount, term specific
purpose and other aspects of each credit may be stipulated in a contract (including a receipt for loan) or an agreement to be separately
executed by the parties for such specific business, or in an applicable application for business submitted by Party B to and accepted
by Party A.


 


The aforesaid contracts, agreements or applicable applications for specific business are collectively referred to as the “Specific
Contracts”. Under the import factoring, a Specific Contract shall be deemed to have been entered into by Party A and Party
B upon Party B confirming, in a manner acknowledged by Party A, a Notice of Assignment of Receivables sent by Party A to
Party B.


 


		3.3	The term of use for each loan or other credit within the
credit line shall be determined as per Party B’s demand in its operation and Party A’s regulations for business management,
and the expiration date for each specific business may not (insert “may” or “may not”) be later
than the expiration date for the term of credit [√if such loan or other credit is secured with a standby letter of credit
/ letter of guarantee, its expiration date may not be later than five business days prior to the expiration date of the
applicable standby letter of credit / letter of guarantee (please mark with “√” in  ̈,
if this clause is applicable)].



 


		3.4	Examination and Adjustment of Credit. Party A shall be
entitled to independently examine the credit during its term, and upon a written notice to Party B, at any time unilaterally modify
the amount and other terms and conditions of the original credit, including cancelling the portion of credit which has not been
drawn.



 




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Clause
4 Interest and Fees


 


		4.1	The
interest rates for the loans and financing within the credit line and the fees charged for the relevant business will be collected
pursuant to the provisions of the respective Specific Contracts. In addition, Party A will receive from Party B the financing
charges at 0.05% per annum of average daily financing balance and the fees for supervision of account at 0.55% per
annum of average daily financing balance; both the financing charges and fees for supervision of account shall be  ̈paid
in a lump sum when the line is used for the first time; or √paid in the manner same to that of the interest (make
a choice between the two options by marking with “√”)



 


		4.2	The interest for a working capital loan will be paid together
at the time of repayment of the principal, if the term of such loan is not more than three months (including three months). If
the term is more than three months, the interest payment dates shall be March 21st, June 21st, September
21st and December 21st of each year, and the interest accruing until the day immediately prior to each interest
payment date shall be paid on such interest payment date. The interest of loan will be calculated from the day when the loan fund
is transferred into the borrowing account on the basis of the amount of loan actually made and the number of days actually occupied.
Party B must pay the interest on each interest payment date, and Party A may directly collect by deducting from the deposit account
of Party B. Should Party B fail to pay the interest on time, Party A shall be entitled to receive the compound interest on the
unpaid interest at the loan interest to be determined pursuant to the receipt for loan.



 


		4.3	The principal and remaining interest and financing charges
(if any) must be paid off simultaneously when the loan is paid off.



 


		4.4	Unless otherwise provided in the Specific Contract, the
financing interest rate shall not be less than LIBOR (three months) + 55 BPs.



 




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		4.4.1	Party A shall be entitled to regularly or irregularly
adjust such BPs in accordance with the change in the relevant national policies, the change in the prices in the international
credit loan market or the change in Party A’s policies for credit loan. When deciding to make such adjustment, Party A shall
sent Party B a five business days’ prior written notice. Such adjustment will become effective after Party A has notified
Party B. The new credit line for Party B and the specific BPs for the loan which has been drawn prior to the effectiveness of
the notice and has not been repaid will be governed by the provisions as determined by Party A in the notice, and the floating
period will still be governed by the provisions hereof.



 


		4.4.2	If the loan adopts the floating interest rate, the
floating period shall: (make a choice between the two options by marking with “√”)



 


 ̈
be subject to the provisions as set forth in the receipt for loan;


 


 ̈
float for the floating period of   /   months  /   days.


 


The
date when the loan is actually made will be the pricing date for the first floating period, and thereafter the first date of each
floating period will be the pricing date for such floating period (the pricing date means the reference date used to determine
the prime interest rate within the floating period; Party A will determine in accordance with the
international practices that the interest rate determination date will be the pricing date or the date falling on one or two business
day(s) prior to the pricing date).


 


		4.5	If Party B fails to repay the loan on time, the default
interest shall be collected at 2% plus the original interest rate on the amount in arrears from the overdue date.



 


If Party B fails to use the loan for the purpose hereof, the default interest shall be collected at 2% plus the original
interest rate on the amount not used for the purpose as per the contract from the date when Party B began to use such amount for
other purpose.


 




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Clause
5 Guarantee


 


		5.1	China Merchants Bank Co., Ltd., Beijing Branch shall,
as the guarantor assuming joint and several liabilities, issue the standby letter of credit or irrevocable maximum letter of guarantee
in favor of Party A for securing all debts owed by Party B to Party A hereunder. And / or



 


		5.2	       /      shall
                                         create mortgage (pledge) on all     /    
                                         properties owned by it or of which it has the right to legally dispose for securing
                                         all debts owed by Party B to Party A hereunder; the parties will separately execute the
                                         contract for such security.



 


Party
A shall be entitled to decline to grant the credit to Party B, if the guarantor fails to execute the instrument or appropriately
complete the procedures for the security in accordance with the provisions of this clause.


 


Clause
6 Rights and Obligations of Party B


 


		6.1	Party B shall have the following rights:



 


		6.1.1	the right to require Party A to provide the loan or
other credit within the credit line pursuant to the conditions hereof;



 


		6.1.2	the right to use the credit line pursuant to the agreements
hereof;



 


		6.1.3	the right to require Party A to keep confidential
the information provided by Party B regarding the production, operation, properties, accounts and other aspects, unless otherwise
provided by the laws or regulations or otherwise required by the regulatory authorities;



 


		6.1.4	the right to transfer its debts to a third party upon the
consent of Party A.



 




    	 	8	 



     


    

 


		6.2	Party B shall undertake the following obligations:



 


		6.2.1	to truthfully provide such documents as required by
Party A (including but not limited to the true copies of its financial statements and annual financial reports for such periods
as required by Party A, and the significant decisions on and changes in its production, operation and management), and the information
about each bank with which it maintains an account, each account and the balance of deposit and loan, and to cooperate with Party
A in the investigation, examination and inspection by Party A;



 


		6.2.2	to be subject to the supervision by Party A on Party
B’s use of the credit funds and relevant production, operation and financial activities;



 


		6.2.3	to use the loans and / or other credit in accordance
with the agreements herein and in each Specific Contract and / or for the covenanted purposes;



 


		6.2.4	to on time and fully repay the principal of loans,
advances and other credit debts, and pay the interest thereon in accordance with the agreements herein and in each Specific Contract;



 


		6.2.5	to obtain the written consent of Party A if assigning
the debts hereunder or any part thereof to a third party;



 


		6.2.6	to promptly notify Party A and actively cooperate
with Party A in adopting all measures to ensure the safety repayment of the principal of loans, advances and other credit debts
hereunder and the payment of the interest thereon and all relevant fees in case of any of the following circumstances;



 


		6.2.6.1	material financial loss, loss of assets or other financial
crisis;



 


		6.2.6.2	making a loan to or providing guarantee for a third
party, or creating mortgage (pledge) on its own properties (rights);



 


		6.2.6.3	such changes as merger (consolidation), separation,
reorganization, joint venture (cooperation), transfer of property right (equity) and shareholding reform;



 




    	 	9	 



     


    

 


		6.2.6.4	such circumstances as winding-up, revocation or cancellation
of business license, filing or being filed for bankruptcy, and dissolution;



 


		6.2.6.5	any material crisis in the operation or finance of
its holding shareholder or other affiliate, or any coercive measure taken by a competent governmental authority on any officer
of it or any of its holding shareholder or affiliate, which may affect its normal operation;



 


		6.2.6.6	any material affiliated transaction with its holding
shareholder or other affiliate, which affects its normal operation;



 


		6.2.6.7	any litigation, arbitration or criminal or administrative
penalty materially and adversely affecting its operation or properties status;



 


		6.2.6.8	any other material circumstance which may affect its
ability to pay off its debts;



 


		6.2.7	not to be indolent in managing or exercising the right
of recourse for its maturity creditor’s rights, or to dispose of the current major properties without consideration or otherwise
dispose of such properties in an inappropriate manner.



 


Clause
7 Rights and Obligations of Party A


 


		7.1	Party A shall have the following rights:



 


		7.1.1	the right to require Party B to on time and fully
repay the principal of loans, advances and other credit debts hereunder and under each Specific Contract, and pay the interest
thereon;



 


		7.1.2	the right to require Party B to provide the information
regarding Party B’s use of its credit line;



 


		7.1.3	the right to be aware of the production, operation
and financial activities of Party B;



 




    	 	10	 



     


    

 


		7.1.4	the right to supervise Party B’s use of the
loans and / or other credit for the purposes agreed herein and in each Specific Contract;



 


		7.1.5	the right to directly make deductions from the account
of Party B for the purpose to repay the debts owed by Party B hereunder and under each Specific Contract in accordance with the
provisions hereof;



 


		7.1.6	the right to assign its creditor’s rights against
Party B, and send Party B [thirty days’] prior written notice of the assignment in such manner as it considers appropriate
including but not limited to facsimile, mail and personal service, and make collection from Party B;



 


		7.1.7	and other rights as set forth herein.



 


		7.2	Party A shall undertake the following obligations:



 


		7.2.1	to make loans or provide other credit to Party B within
the credit line in accordance with the conditions specified herein and in each Specific Contract;



 


		7.2.2	to keep confidential the information regarding Party
B’s assets, finance, production and operation, unless otherwise provided by the laws or regulations or otherwise required
by the regulatory authorities.



 


Clause
8 Party B specifically makes the following warranties


 


		8.1	Party B is an entity qualified as a legal person duly registered
and legally existing under the law of the jurisdiction where it’s registered, and of the full civil capacity of executing
and performing this Agreement;



 


		8.2	Party B’s execution and performance of this Agreement
have been fully authorized by its board of directors or other competent organ;



 


		8.3	The documents, information and evidences provided by Party
B relevant to Party B, the guarantor, mortgagor (pledger) and collateral (pledged properties) are true, accurate, complete and
effective without error not consistent with the fact or omission of any material fact;



 




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		8.4	Party B shall strictly observe the agreements in each Specific
Contract and the letters of undertaking signed by it in favor of Party A and other relevant documents;



 


		8.5	There is no litigation, arbitration or criminal or administrative
penalty which may materially and adversely affect Party B or its major properties as of the execution hereof, and there will no
such litigation, arbitration or criminal or administrative penalty during the performance hereof. In case of occurrence of any
such litigation, arbitration or criminal or administrative penalty, Party B shall promptly notify Party A;



 


		8.6	Party B shall strictly comply with the laws and regulations
of the jurisdictions where it’s registered and its principal business place is located and China when conducting its activities,
engage in business strictly within the business scope as specified in its articles of association or permitted under the law,
and handle the procedures for the annual inspection of its registration;



 


		8.7	Party B shall maintain or enhance its current level of
operation and management and ensure the preservation and increase of the value of its existing assets, and shall neither waive
any maturity creditor’s rights, nor dispose of its current major properties without consideration or otherwise dispose of
such properties in an inappropriate manner;



 


		8.8	Without the permission of Party A, Party B shall not pay
off other long-term debts in advance, or          /      
, or         /      ;



 


		8.9	There is no other important event occurring to Party B
which affects Party B’s ability to perform its obligations hereunder as of the execution hereof.



 




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Clause
9 Other Fees


 


Party B shall assume all costs arising
from the credit investigation, inspection and notarization relevant to this Agreement, and attorney’s fee and costs for litigation,
travelling, announcement, service and etc. incurred by Party A as a result of realizing its creditor’s rights in the event
that Party B fails to on time pay off the debts owed by it to Party A hereunder, and authorize Party A to directly deduct such
costs from the account of Party B maintained with Party A. In case of any deficiency, Party B shall ensure to pay after receipt
of Party A’s notice.


 


Clause
10 Events of Breach and Actions thereon


 


		10.1	An event of breach shall be deemed to be constituted if
any of the following circumstances occurs to Party B:



 


		10.1.1	Party B breaches the obligation under Clause 6.2.1
by providing any false information to Party A or concealing any important truth from Party A or not cooperating with Party A in
its investigation, examination or inspection;



 


		10.1.2	Party B breaches the obligation under Clause 6.2.2
by not accepting or evading supervision of Party A on Party B’s use of credit funds or its relevant production, operation
or financial activities;



 


		10.1.3	Party B breaches the obligation under Clause 6.2.3
by not using the loans and / or other credit for the purposes as specified herein or in each Specific Contract;



 


		10.1.4	Party B breaches the obligation under Clause 6.2.4
by failing to on time or fully repay the principal of loans, advances or other credit debts, or to pay the interest thereon in
accordance with the agreements herein or in each Specific Contract ;



 


		10.1.5	Party B breaches the obligation under Clause 6.2.5
by transferring the debts hereunder to any third party without the consent of Party A, or breaches the obligation under Clause
6.2.7 by being indolent in managing or exercising the right of recourse for its maturity creditor’s rights, or disposing
of the current major properties without consideration or otherwise disposing of such properties in an inappropriate manner;



 




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		10.1.6	Party B breaches the obligation under Clause 6.2.6
by failing to timely notify Party A of any circumstance as set forth in that clause, or failing to cooperate with Party A in its
requirement for Party B to adopt further measure to ensure the paying off of the debts hereunder upon Party A becoming aware of
any such circumstance, or it’s not favorable, in Party A’s opinion, for the safe recovery of the principal of credit
and interest thereon;



 


		10.1.7	Party B breaches Clause 8.1, Clause 8.2 or Clause
8.5, or violates Clause 8.3, Clause 8.4, Clause 8.6, Clause 8.7, Clause 8.8 or Clause 8.9, and fails to immediately correct at
the requirement of Party A;



 


		10.1.8	Any other circumstance occurs which may impair Party
A’s legal interest in Party A’s opinion.



 


		10.2	It will be deemed that an event of breach is constituted
if any of the following circumstances occurs to the guarantor which, in Party A’s opinion, may affect the guarantor’s
capacity for guarantee, and the guarantor or Party B fails to cooperate with Party A in its requirement for the guarantor to eliminate
adverse effects arising therefrom or requirement for Party B to add or replace the conditions of guarantee:



 


		10.2.1	Any circumstance similar to any one of such circumstance
as set forth in Clause 6.2.6 occurs;



 


		10.2.2	When issuing the standby letter of credit / irrevocable
letter of guarantee, the guarantor conceals its actual capacity for assuming the liabilities of guarantee or is not authorized
by its board of directors or any other competent organ;



 




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		10.2.3	The guarantor fails to on time handle the procedures
for the annual inspection of its registration; or



 


		10.2.4	The guarantor is indolent in managing or exercising
the right of recourse for its maturity creditor’s rights, or disposing of the current major properties without consideration
or otherwise disposing of such properties in an inappropriate manner.



 


		10.3	It will be deemed that an event of breach is constituted
if any of the following circumstances occurs to the mortgagor (or pledger) which, in Party A’s opinion, may result in the
non-establishment of mortgage (or pledge) or deficiency in the value of the collateral (pledged properties), and the mortgagor
(or pledger) or Party B fails to cooperate with Party A in its requirement for the mortgagor (or pledger) to eliminate adverse
effects arising therefrom or requirement for Party B to add or replace the conditions of guarantee:



 


		10.3.1	The mortgagor (or pledger) does not have the ownership
of or the right to dispose of the collateral (or pledged properties), or there is any dispute in the title to the collateral (or
pledged properties);



 


		10.3.2	The collateral (or pledged properties) is leased out,
seized, attached, or under surveillance, or there is any priority which is prior by law on the collateral (or pledged properties)
(including but not limited to the priority of payment for construction works), and / or any of such circumstances is concealed;



 


		10.3.3	The mortgagor transfers, leases out, remortgages or
otherwise disposes of the collateral in an inappropriate manner without the written consent of Party A, or disposes of the collateral
with the written consent of Party A but fails to pay off the debts owed by Party B to Party A with the proceeds from such disposal
as per the requirement of Party A;



 




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		10.3.4	The mortgagor does not preserve, maintain or repair
the collateral in an appropriate manner and therefore causes the obvious depreciation in the value of the collateral, or does
not maintain the insurance covering the collateral during the term of mortgage as per the requirement of Party A.



 


		10.4	Party A shall be entitled to respectively or concurrently
take the following actions in case of any of the events of breach as listed in Clause 10.1, Clause 10.2 orClause 10.3:



 


		10.4.1	to reduce the credit line hereunder, or cease the
use of the remaining credit line;



 


		10.4.2	to recover in advance the principal of financing which
has been provided within the credit line and the interest thereon and the relevant fees;



 


		10.4.3	with respect to any draft, letter of credit, guarantee,
delivery guarantee or etc. which has been accepted or issued by Party A during the term of credit, whether or not Party A has
made advances, to require Party B to increase the amount of security deposit, or to transfer the deposit in other account opened
by Party B with Party A into its account of security deposit as the security deposit for paying off the advances made by Party
A thereafter hereunder, or to submit the relevant sum to a third party as the security deposit for the advances made by Party
A for the account of Party B thereafter;



 


		10.4.4	with respect to the creditor’s rights to unpaid
receivables assigned to Party A by Party B under the export factoring, to require Party B to promptly perform its obligation to
repurchase; with respect to the creditor’s rights to receivables of Party B assigned to Party A under the import factoring,
to promptly claim against Party B for recourse;



 




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		10.4.5	to directly deduct deposits in the clearance account
and / or other account of Party B for the purpose to pay off all debts of Party B hereunder and under each Specific Contract;



 


		10.4.6	to claim for recourse pursuant to Clause 13 hereof.



 


Clause
11 Repayment


 


Party B shall repay the principal amounting
to US Dollars 275 million by the following installments after the loan is made to the account of Party B: US Dollars 10 million
in the first quarter, US Dollars 70 million in the second quarter, US Dollars 87.5 million in the third quarter, and US Dollars
10750 at the final expiration of the loan.


 


The date and amount of repayment for each
specific installment shall be subject to the contents of the applicable Application for Drawing to be accepted by Party
A.


 


If intending to apply for prepayment in
lieu of the aforesaid schedule of repayment, Party B shall submit a written application to Party A seven business days prior to
the planned prepayment date and pay the liquidated damages to Party A for such prepayment. The amount of liquidated damages for
prepayment = the amount of prepayment * the percentage of liquidated damages (0%). After Party A reviews and agrees on the application
of Party B for prepayment, Party B shall fully pay Party A the liquidated damages for prepayment within the time limit required
by Party A, otherwise Party A shall still be entitled to reject the application of Party B for prepayment. Party A shall have the
right, but have no obligation to appropriately reduce the amount of liquidated damages for prepayment to be paid by Party B at
its sole discretion based on such factors as the remaining term of loan of Party B when Party B makes the prepayment.


 




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Clause
12 Miscellaneous 


 


		12.1	No tolerance, grace or delay of Party A in exercising the
interests or rights which it shall enjoy hereunder for any breach or delay of Party B during the term hereof shall impair, affect
or limit any interest or right which Party A shall enjoy as the creditor under the applicable law and hereunder, or be deemed
as Party A’s permission or acknowledgment of any breach hereof, or be deemed as Party A’s waiver of the right to take
any action for any current or future breach.



 


		12.2	Party B shall still be obligated to pay off all debts owed
to Party A hereunder, should this Agreement or any part hereof become invalid at law due to any reason. In this case, Party A
shall be entitled to terminate the performance of this Agreement and may promptly claim against Party B for recovering all debts
owed by Party B hereunder.



 


		12.3	The notices and requirements of Party A and Party B in
connection hereof shall be sent in writing.



 


Contact
address of Party A: 19/F, China Merchants Bank Tower, No. 7088 Shennan Boulevard, Shenzhen


 


Contact
address of Party B: Building 105, Yard Jia 10, Jiuxianqiao North Road, Chaoyang District, Beijing


 


A
notice shall be deemed to have been served upon the signature and receipt of the addressee in case of personal delivery (if rejected
by the addressee, on the date of rejection); upon the expiration of seven days after posting in case of delivery by a postal
letter; and upon the receipt of facsimile by the addressee’s facsimile system in case of delivery via facsimile.


 


Either
party shall timely notify the other party of any change in its contact address, otherwise shall assume the loss which may arise
therefrom.


 




    	 	18	 



     


    

 


		12.4	The parties agree that each application for business under
trade financing will be affixed to the reserved seal of Party B as per the specimen seal reserved on the Card of Seals
provided by Party B to Party A, and each party acknowledges the validity of such seal. Party B may deliver each application for
business to Party A in the manner of facsimile plus payment password in accordance with the Letter of Undertaking for Authorizations
and Indemnity regarding “Certified Facsimile Instructions” executed with Party A. Each party confirms that an
application for business delivered in the manner of facsimile plus payment password shall have such legal effect as same to an
application for business delivered in writing.



 


		12.5	Any written supplemental agreement on matters not defined
herein or amendment hereto agreed by Party A and Party B and each Specific Contract hereunder shall be attached hereto and constitute
an integral part hereof.



 


Clause
13 Applicable Law and Dispute Settlement 


 


		13.1	The formation and interpretation hereof and the settlement
of disputes arising herefrom shall be governed by the law of the People’s Republic of China (for the purpose hereof, the
law of the People’s Republic of China excludes the laws and regulations of the Hong Kong Special Administrative Region,
the Macao Special Administrative Region and Taiwan Province; the same below), and the rights and interests of Party A and Party
B shall be protected by the law of the People’s Republic of China.



 


		13.2	Any dispute arising during the performance hereof between
Party A and Party B shall be settled by the consultation between the parties. If failing, either party may (make a choice in the
following three options by marking with “√”):



 


 ̈13.2.1
refer to (if choosing this option, make a choice in the following two options by marking with “√”)


 



    	 	19	 



     


    

 


 ̈
China International Economic and Trade Arbitration Commission


 


 ̈
China International Economic and Trade Arbitration
Commission,        /       Branch


 


for arbitration in accordance
with the arbitration rules for financial disputes.


 


 ̈13.2.2
request for arbitration to       /      Arbitration Commission;



 


√13.2.3
bring a lawsuit to the people’s court in the jurisdiction where Party A is located.


 


		13.2	After the notarization of this Agreement and each Specific
Contract is conducted by Party A and Party B which grants enforceability hereto and thereto, Party A may directly request the
people’s court of competent jurisdiction for compulsory enforcement for the purpose to recover the debts owed by Party B
hereunder and thereunder.



 


Clause
14 Effectiveness


 


This Agreement shall become effective upon
being affixed to by Party A of its special seal for contractual uses of and signed by the signatory of Party B authorized by the
resolution of its board of director, and automatically terminate on the date when all debts owed by Party B to Party A hereunder
and all other relevant fees are paid off.


 


Clause
15 Supplementary Provisions


 


This Agreement is made in duplicate
of the same legal effect, Party A, Party B and    /   ,    /  
respectively holding one.


 




    	 	20	 



     


    

 


Special Notice:


 


All terms hereof have been fully negotiated
by the parties. Party A has remind Party B of paying special attention to the terms which disclaim or limit Party A’s liabilities,
or under which Party A unilaterally have certain rights, or which aggravate Party B’s liabilities or limit Party B’s
rights, and of fully and accurately understanding such terms. Party A has made relevant explanation on such terms at the requirement
of Party B. The parties hereto have the same understanding on the terms hereof.


 


(No text below)


 


Party A (seal): China Merchants Bank Co.,
Ltd.


 


/s/ China Merchants Bank Co., Ltd.


(seal)


 


/s/ Authorized signatory





 


Party B: 58.com
Inc.


 


Authorized Signatory (signature)  


 


/s/ Jinbo Yao


 


	 	Signed on: March 30th, 2016
	 	 
	 	Signed in: Shenzhen


 




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